HomeMy WebLinkAboutOLIVE CREST (2)INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
C."CYLA Y-
CITY CLERK
DATE` DEC 0 4 2023
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RECREATION SERVICES AGREEMENT
N-2023-328
THIS AGREEMENT is made and entered into on this 13th day of November, 2023 by and
between Olive Crest, a California nonprofit corporation ("Provider"), and the City of Santa Ana,
a charter city and Municipal Corporation organized and existing under the Constitution and laws
of the State of California ("City"). City and Provider are also referred to as "the Parties."
RECITALS
A. The City desires to retain a recreation service provider having special skills, resources and
knowledge to provide active parenting classes for adults 18+ years old.
B. Provider represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Provider represents that he is
knowledgeable in his field and that any services performed by Provider under this Agreement
will be performed in compliance with such standards as may reasonably be expected.
D. The Parties acknowledge that the City intends to provide recreational activities to the public
but must balance the need to comply with all COVID-19 guidance and restrictions.
NOW THE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. Provider shall perform those services as set forth in Exhibit A to this Agreement.
b. All classes operated pursuant to this Agreement for conducting recreation classes at
City facilities, including parks, will comply with all applicable guidance and public
health orders, including those from the Centers for Disease Control ("CDC'),
California Department of Public Health ("CDPH"), the Orange County Health Care
Agency ("OCHCA") and the City itself for as long as those orders and guidance remain
in place. Provider will remind participants of these guidelines. To the extent that
Provider needs assistance with enforcing any rules or requirements, Provdd-- will
contact a City Parks' employee or City security for assistance,
c. Provider shall not attend a class or teach any class if Provider is sick or N,.s any
symptom(s) associated with COVID-19 including but not limited to, fever above 100.4,
chills, cough, shortness of breath loss of taste or smell, nausea, muscle or body aches,
vomiting, headache, sore throat or diarrhea.
d. Provider will not attend class or teach a class if Provider or any member of Provider's
household has been asked to quarantine or self -isolate due to symptoms of CoVID-19
or a positive test result for COVID-19.
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e. Provider acknowledges that, to the extent that City is able to and chooses to conduct
classes indoors, this Agreement will also cover classes conducted at one of City's
recreational centers during the term of this Agreement.
f. City reserves the right to change the location(s) at which the services contemplated by
this Agreement are provided.
g. Provider shall comply with the City's recreation classes policy manual and any other
City rules and regulations regarding the operation of recreation classes.
2. COMPENSATION
The parties acknowledge the public benefit of classes on active parenting. Given the
acknowledged public benefit, Provider is conducting the classes contemplated by this Agreement
free of charge,
3. TERM
This Agreement shall commence on January 1, 2024 and end on December 31, 2024 unless
terminated earlier in accordance with Section 14 below. The term of this Agreement may be
extended for up to one (1) one-year period upon a writing executed by the City Manager and City
Attorney.
4. INDEPENDENT CONTRACTOR
Provider shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be
construed to create an employer -employee relationship, a joint venture relationship, or to allow the
City to exercise discretion or control over the manner in which Provider performs the services
which are the subject matter of this Agreement; however, the services to be provided by Provider
shall be provided in a manner consistent with all applicable standards and regulations governing
such services. Provider shall pay all salaries and wages, employer's social security taxes,
unemployment insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes. Provider is not an agent, representative or employee of City and.
Provider shall have no authority to act on behalf of the City.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Provider shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and. Limit of Insurance:
(1) Commercial General Liability Insurance (CGL). Insurance Services Officer
Form CG 00 01 covering CGL on an "occurrence' basis, including property
damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general
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aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25
04) or the general aggregate limit shall be twice the required occurrence limit,
(2) Automobile Liability. ISO Form Number CA 00 01 covering any auto (Code 1),
or if Provider has no owned autos, hired (Code 8) and non -owned autos (Code 9),
with a limit of no less than $1,000,000 per accident for bodily injury and property
damage.
(3) Worker's Compensation Insurance. In accordance with California State law,
Provider, if Provider has any employees, is required to be insured against liability
for worker's compensation or to undertake self-insurance, Prior to commencing
the performance of the work under this Agreement, Provider agrees to obtain and
maintain any employer's liability insurance with limits not less than $1,000,000 per
accident.
(4) Broader Coverage. If the Provider maintains broader coverage and/or bigher
limits than the minimums shown above, the City requires and shall be entitled to
the broader coverage and/or the higher limits maintained by the Provider. Any
available insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to the City.
b. Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with respect
to liability arising out of work or operations performed by or on behalf of the
Provider including materials, parts, or equipment furnished in connectionwith such
work or operations.
(2) Primary Coverage: For any claims related to this contract, the Provider's
insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104
13 as respects the City; itsofficers, officials, employees, and volunteers.
(3) Waiver of Subrot ition::Provider hereby grants to City a waiver of any right to
subrogation that any insurer of said Provider may acquire against the City by virtue
of the payment of any loss under such insurance. Provider agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement: from the insurer.
(4) Notice of Cancellation: Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City
(5) Acceptability of Insurers: Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than
AVII, unless otherwise acceptable to the City.
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(6) Claims Made Policies: If any of the required policies provide claims -made
coverage:
i. The retroactive date must be shown, and must be before the date of
the contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance most be
provided for at least five (5) years after completion of the
contract of work,
iii. If coverage is canceled or non -renewed, and not replaced with
another claims -made policy form with a retroactive date prior
to the contract effective date, the Provider must purchase "extended
reporting" coverage for a minimum of five (5) years after
completion of work.
(7) Verification of Coverage: Provider shall furnish the City with original Certificates
of Insurance including all required amendatory endorsements (or copies of the
applicable policy language effecting coverage requiredby this clause) and a copy of
the Declarations and Endorsement Page of the CGL policy listing all policy
endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Provider's obligation to
provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies,including endorsements required by these specifications, at any
time.
(8) Special Events Coverage for Contractors: Special events coverage is available
for an additional fee to provide the liability insurance required by this agreement.
Recipient can obtain additional information and cost from the Entity.
(9) Subcontractors: Provider shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Provider shall ensure that
City is an additional insured on insurance required from subcontractors,
(10) Special or Low Risk Activities: City reserves the right to modify these
requirements, including limits, based on the nature ofthe risk, prior experience,
insurer, coverage, or other special circumstances. The City reserves the right to
modify or waive insurance requirements for certain low risk recreational activities.
6. INDEMNIFICATION
Provider agrees to defend, and shall indemnify and hold harmless the City , its officers,
agents, employees, Providers, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
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negligent operations of the Provider or its contractors, subcontractors, agents, employees, or other
persons acting on their behalf which relates to the services described in section I of this
Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement,
to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is
caused by the negligence of the Provider, This indemnity and hold harmless agreement applies to
all claims for damages, just compensation,_ restitution, judicialorequitable relief suffered, or
alleged to have been suffered, by reason of the events referred to in this Section or by reason of
the terms of, or effects, arising from this Agreement, City may make all reasonable decisions with
respect to its representation in any legal proceeding, In no case will Provider be required to
indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial
or equitable relief caused by the negligence of the City.
CONFIDENTIALITY
If Provider receives from the City information which due to the nature of such information
is reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use
or disclose such information except in the performance of this Agreement, and further agrees to
exercise the same degree of care it uses to protect its own information of like importance, but in
no event less than reasonable care. "Confidential Information" shall include all nonpublic
information, including but not limited to student records. Confidential information includes not
only written information, but also information transferred orally, visually, electronically, or by
other means. Confidential information disclosed to either party by any subsidiary and/or agent of
the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
sources; (b) is, through no fault of the Provider disclosed in a publicly available source; (c) is in
rightful possession of the Provider without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Provider without reference
to information disclosed by the City.
8. COVID-19 ASSUMPTION OF RISK AND WAIVER
Provider acknowledges that Provider could he exposed to persons that may have COVID-
19 providing services pursuant to this Agreement. Provider understands that interacting with any
person currently comes with the inherent risk of exposure to COVID-19 and that COVID-19 is
highly contagious. Provider assumes the risks associated with providing services pursuant to this
Agreement, namely potential exposure to COVID-19. Provider acknowledges that while some
people have no symptoms or mild symptoms from COVID-19, some people have become seriously
ill requiring hospitalization and that some people have died from COVID-19. Provider
acknowledges that persons over the age of 65 and persons with underlying health conditions are
of greater risk of contracting COVID-19 and are potentially risking serious injury or death.
Provider is agreeing to provide classes pursuant to this Agreement and does so of Provider's own
froe will,
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Provider intends to be legally bound by this assumption of risk, release and waiver and to
bind Provider's heirs, personal representatives, next of kin and anyone who may make a claim on
Provider's behalf. Provider knowingly releases and waives any and all claims that Provider may
have or could have in the future and includes any claims resulting from potential exposure or actual
exposure to COVID-19, this includes claims for personal injury, transmittal of COVID-19 to
others, and/or wrongful death. Provider agrees to hold harmless, defend and indemnify the City,
its public officials, officers,_ employees, volunteers, and agents from any and all claims for liability- - -
or damages, including those for exposure to or diagnosis with COVID49 as a result of providing
services pursuant to this Agreement.
9. CONFLICT OF INTEREST
Provider covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
10. BACKGROUND CHECI{
Provider shall ensure that all employees, subcontractors, and any volunteers are
fingerprinted and background checkedprior to conducting any work pursuant to this Agreement.
Provider shall not assign any employee, agent, subcontractor, volunteer or the Provider personally
to provide services pursuant to this Agreement, if that employee, agent, subcontractor, volunteer,
or the Provider personally are required to register as a sex offender under California Penal Code
Section 290 et seq, have a conviction for any crime of moral turpitude, have a conviction for a
sexual based crime, have a conviction for a violent felony as defined in California Penal Code
Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code
Section 1192.7(c). Disqualifying convictions include but are not limited to, violations of California
Penal. Code Sections 37, 128, 136.1 with Section 186.22, 187, 190-190.4 and 192(a), 205, 206,
207-209.5, 211, 212, 212.5, 213, 2I4, 215, 218-219, 220, 236.1(b) or 236.1(c), 243.4, 261, 261.5,
273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288,
288a, 288.2, 288.3, 288.4, 288.5, 288,7, 289, 290, 311.1, 311.2, 311.3, 311.4, 311.10, 311.11, 314,
347(a), 368, 417(b), 451(a),518 with 186.22, 647.6, 653f(c), 664• and 187, 667.5(c),18745, 18750,
or 18755, 12022.53,11418(b)(1) or (b)(2); Business and Professions Code Section 729.
11. NOTICE+•
Any notice, tender, demand, delivery, & other communication pursuant to this Agreement
shall be in writing and shall be deemed to be property given if delivered in person or mailed by
first class or certified mail, postage prepaid, or'sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax (714) 647-6956
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With copy to: Executive Director,
Parks, Recreation and Community Services
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 9270$
- Fax (714) 571-4211
To Provider: Olive Crest
Attn: Donald Verleur, CEO
2130 East 4th Street, Suite 200
Santa Ana, CA 92705
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded,
12. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or
written, between the patties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Provider. The parties agree that any terms or conditions of any purchase order or other instrument
that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
obligate Provider or the pity. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any patty, or anyone
acting on behalf of any party, which is not embodied herein.
13. ASSIGN14XNT
The experience,.^Imowledge, capability and reputation of Provider were a substantial
inducement for City to enter into this Agreement, Therefore, Provider may not assign, transfer,
delegate, or subcontract any interest herein without the prior written consent of the City and any
such assignment, transfer, delegation or subcontract without the City's prior written consent shall
be considered null and void.
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14. TERMINATION
a. This Agreement may be terminated by the City immediately pursuant to any federal,
state, county or local health order related to or regarding COVID-19 making it impossible to hold
classes. For any other reason, this Agreement may be terminated by City upon thirty (30) days
written notice of termination. In such event, Provider shall be entitled to receive, and City shall
pay Provider, compensation for all services rendered prior to the effective date of termination. - --
b. Termination or cancellation of classes by the Provider outside of Section 1 Lb, must be
given to the City at least thirty (30) days prior to termination/cancellation. Failure to provide
adequate cancellation notice to the City may put future contracting of business with the City at risk
and will result in the City's retention of ten (10%) percent of the final payment to Provider.
15, WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be doomed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. .
16, RECORDS
Provider shall use attendance sheets generated and supplied by the City to record
attendance in each class, Provider shall keep these and any other records in connection with the
work to be performed under this Agreement and shall permit City, upon request, to review such
records for a period of three (3) years from the date of final payment to Provider udder this
Agreement.
17. NON-DISCRIMINATION
Provider shall not discriminate because of race, color, creed, religion, sex, marifi&status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
t •. information, or military and veteran status, age, national origin, ancestry, or disability,, as;dofined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization;
promotion, termination or other employment related activities or any services provided under this
Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
18. JURISDICTION —VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
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19. LICENSES
Provider shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of .
Santa Ana and all other governmental agencies.
20. SEVERABILITY
In the event that one or more of the phrases, sentences, clauses, paragraphs or sections
contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree
of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the
remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be
interpreted to carry out the intent of the parties hereunder,
21. EXHIBITS
All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in
the body of this Agreement,
22. AUTHORITY
The person(s) executing this Agreement on behalf of the parties hereto warrant that they are
duly authorized to execute this Agreement on behalf of said parties slid that by so executing this
Agreement, the parties hereto are formally bound to the provisions of this Agreement.
[signature page follows]
Page 9 of 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: ,
andon Salvatierra
Deputy City Attorney
M
Recreation and Yommunity Services Agency
CITY OF SANTA ANA
42J�l/l'vl
Tom Hatch
Interim City Manager
PROVIDER
Donald Ve leur
CEO
Page 10 of 10
EXHIBIT A
Mhlhi A
SCOPE OF SERVICES
A. Provider shall conduct Olive Crest Active Parenting Classes for adults 18+ years old.
B. Provider shall teach such or similar classes (1) at the times below at facilities to be
designated by the City or (2) on a schedule agreed upon by the parties for each class
session or term, including the location, specific days and hours when classes will be held,
and holidays to be observed, in accordance with City's needs.
Active Parenting Classes are hold at no cost to participants, ages 18+ years old. Classes
are divided into 3 curriculums: First Five Years (ages 0-5), School Age (ages 6.12) and
'.Coons, The curricullmi spans between 6-8 weeks and can be held in the following
languages: English, Spanish, Vietnamese, Korean, Farsi and Arabic, Free childcare can
be provided by Olive Crest staff with advance notice at each location along with city staff
present.
INSTRUCTOR: Olive Crest Staff
LOCATION: El Salvador Center, 1825 W Civic Center Dr. Santa Ana, CA. (714) 647-6558
• Active Parenting Classes will consist of 6-8 week sessions, hold 1 day per week,
for 2 hours.
INSTRUCTOR: Olive Crest Staff
LOCATION: Garfield Center, 501 N Lacy St. Santa Ana, CA, (714) 571.4288
• Active Parenting Classes will consist of 6-8 week sessions, hold 1 day per week,
for 2 hours.
INSTRUCTOR: Olive Crest Staff
LOCATION: Jerome Center, 726 S. Center St, Santa Ana, CA. (714) 647-6559
• Active Parenting Classes will consist of 6-8 week sessions, held I day per week,
for 2 hours.
INSTRUCTOR: Olive Crest Staff
LOCATION: Open to Other Recreation, Parks and Centers, Santa Ana, CA, (714) 647-5308
• Aotive Parenting Classes will consist of 6-8 week sessions, held 1 day per week,
for 2 hours.
C. Provider shall provide all materials, supplies, equipment, records and persotmel.
Provider shall be responsible for clean-up of the facilities and materials and shall ensure
the safety and effectiveness of instruction.
CLASS SIZE
A. Each class must have a minimum of 20 students and no more than 30 students,
B. No registration will be accepted after the second meeting of classes.
C. If the minimum registration has not been reached by the second class the class shall be
cancelled. Provider will be under no obligation to provide services for the cancelled
classes, and the City will have no further obligations to pay Provider compensation for
the remaining classes that were cancelled in that session,
CLASS FEES
A. Each participant shall pay class registration fees as established by City.
B. Provider may not waive class participation/registration fees.
C. Only registered participants may participate in class,
D. Any refunds to participants will be made in accordance with City policy.
E. Any materials fee shall be established by mutual agreement of City and Provider and
shall be payable directly to Provider,
2
Hoang, Julie
From: City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent: Tuesday, November 28, 2023 3:36 PM
To: Hoang, Julie; ronald-nunez@olivecrest.org; Baird, Sarah
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Olive Crest
Name:
Project TBD (029)
Number:
Project Recreation Services Agreement - Olive Crest
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY
NUMBER
AUTOMOBILE LIABILITY
GENERAL LIABILITY
EXPIRATION
DATE
COI DATE ( ITLE NAME
202302545 10/01/2024 10/31/2023
202302545 1 10/01/2024 10/31/2023
WORKERS COMPENSATION AND M1216907
EMPLOYERS' LIABILITY
11/01/2024 11/02/2023
23-24 COI - City
of Santa Ana -
Parenting
Education
Classes -
Revised.pdf
23-24 COI - City
of Santa Ana -
Parenting
Education
Classes -
Revised.pdf
23-24 WC COI -
City of Santa
Ana - Parenting
Education
Classes.pdf
1
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
11/28/2023 6:36 PM